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Can of Worms
Can of worms (1999).jpg
VHS cover
Written by Kathy Mackel
Directed by Paul Schneider
Music by Mark Mothersbaugh
Original language(s) English
Producer(s) Marcy Gross
Joe Goodman
Running time 85 minutes
Production company(s) Gross-Weston Productions
Distributor Buena Vista Television
Original release April 10, 1999 (1999-04-10)

Can of Worms is a science fiction comedy film and is part of the Disney Channel Original Movie lineup. It premiered on Disney Channel on April 10, 1999, and is based on the novel of the same name by Kathy Mackel, which was a Young Reader's Choice Nominee in 2002 and a nominee for the 2001 Rhode Island Children's Book Award. It is also the first Disney Channel Original Movie to have TV-PG.


Mike Pillsbury is a teenage boy who believes that he is an alien and does not belong on Earth. Mike is injured during a football game and sees an alien as part of a hallucination. Mike wonders if football is the right sport for him, but his father, a former football player, insists he stick with the sport.

Mike is surprised when Katelyn Sandman, a popular girl at school, requests his help decorating the school for an upcoming Halloween dance party. Mike's foe, Scott Schriebner, who is a player on Mike's football team and a friend of Katelyn, sabotages the light and music equipment during the Halloween party. Mike, upset about the party, leaves and uses a satellite dish to send a message to outer space asking to be rescued. Lightning subsequently destroys the satellite dish.

The next day, an alien dog named Barnabus appears, with the ability to speak through a translating device. Barnabus explains that because of Mike, the stargate door has been opened. Barnabus tells Mike that he represents a galactic organization specializing in disaster relief and rights violations, and that he has arrived to answer Mike's plea to be taken off the planet. Barnabus explains that time is limited, as other aliens with ulterior motives are traveling through the stargate to find Mike.

Mike, who believes he is hallucinating, later meets The Bom, an alien lawyer insistent on having Mike sue Earth for millions of galactic credits for pain and suffering due to the planet's substandard living conditions. During a telephone conversation with Katelyn, Mike is disgusted by The Bom's way of consuming food, leading Katelyn to believe that Mike is distracted and not listening to her. The Bom angrily leaves after Mike refuses to sue. Mike's friend Nick believes that Mike is going crazy after being told about the aliens.

When Barnabus is informed of The Bom's visit, he tells Mike that he opened a can of worms by sending his message, as it signaled to the universe that Earth has advanced to a certain technological level. Because of this, Barnabus says Earth is no longer eligible for intergalactic protection for primitive life. Mike accepts Barnabus' offer to take him to a place where he can be alone, but first tries to make amends with Katelyn. However, the Loafer Alien arrives and prevents Mike from meeting with Katelyn, who believes he has rudely ignored her after insisting that they talk. The alien proposes becoming Mike's agent, representing him throughout the galaxy and eventually having him star in a weekly television show about his life as an immigrant. Mike declines the offer.

Nick is stunned when multiple aliens arrive with various offers for Mike. Katelyn visits Mike's house and becomes aware of the aliens. Mike prepares to make a deal with one of the aliens to be taken off the planet, but the aliens retreat as a Thoad – a dangerous alien that enjoys capturing rare specimens – approaches. Nick's young brother Jay unexpectedly arrives and is sucked into the stargate by the Thoad, and taken to the alien's home planet. Barnabus says the Thoad will continue capturing specimens until he finds the perfect one.

The children ask Scott to act as bait for the Thoad in order to get through the stargate to the Thoad planet, where the Thoad is safe from intergalactic authorities. Scott is initially skeptical about the children's alien claims, but they convince him that he is the perfect specimen for the job. The stargate opens to pull Scott in, briefly allowing Barnabus and the other children to go through it as well. Barnabus and the three children end up in a cave where the Thoad keeps his zoo of captured species from other planets. Among the specimens is an alien identical to the ones Mike described in his stories, although he is not sure how he could have knowledge of such a creature. The Thoad, in his human form, confronts Barnabus and the children.

The Thoad transforms into his frog-like alien form, but is then temporarily contained within a cage. Mike uses the Thoad's key to release the captured specimens, including Scott and Jay. Barnabus and the children return to Earth, but the stargate stays open long enough for the Thoad to follow them. Barnabus contacts the intergalactic police to have the Thoad arrested. At a football game, Barnabus informs Mike that his transmission has been deemed accidental and that Earth is classified again as a protected planet. Though Barnabus offers to take Mike with him, Mike accepts that Earth is his home and says farewell to his friend.


  • Michael Shulman – Mike Pillsbury
  • Erika Christensen – Katelyn Sandman
  • Adam Wylie – Nick
  • Andrew Ducote – Jay
  • Garrett M. Brown – Mike's father
  • Lee Garlington – Mike's mother
  • Brighton Hertford – Jill Pillsbury, Mike's sister.
  • Marcus Turner – Scott Schriebner
  • Chris Davies – Ryan
  • Marie Stillin – Mrs. Nickerson, the teacher in Mike's computer class.
  • Jessica Murdoch – Katelyn's Friend
  • Terry David Mulligan – Coach Trembly
  • Hrogather Matthews – Thoad's human form
  • Brian Steele – Thoad's creature form

Voice cast

  • Malcolm McDowell – Barnabus, an alien resembling a dog.
  • Bruce Lanoil – The Bom, an alien lawyer that offers to help Mike file a lawsuit against Earth.
  • Wally Wingert – The Loafer Alien, that wants to adapt Mike's life into a TV series.
  • David Coburn – The Jarm, an alien that wants Mike to market his "Jarmonica" slicing utensil.
  • Tara Charendoff – Lula, an alien that wants to date Mike.
  • Peter Kelamis – Intergalactic Cop
  • JD Hall – Thoad's creature form


Although not shown for many years, the film was broadcast as part of Disney Channel's 2006 "Hauntober Fest" in October. On October 23, 2007, the film reappeared as part of the Halloween film line-up on the Disney Channel. The film was a part of "Wiztober" in 2008 and 2009, which is a mix of Halloween films. Also, the film was re-aired on Disney Channel on October 9, 2011 as part of Disney's "Monstober" event, and on October 6, 2015. The film was also aired in May 2016, as part of Disney Channel's celebration of 100 Disney Channel Original Movies. The film, among other largely unseen DCOMs of the late 90s and early 2000s, was made available on Disney+.

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